Vanda Pharmaceuticals Inc. (VNDA) Earnings Call Transcript & Summary

Welcome to the 2020 virtual-only Annual Meeting of Stockholders of Vanda Pharmaceuticals Inc. We expect our use of a virtual-only meeting format to be a onetime occurrence effective only for 2020 due to extenuating circumstances resulting from the COVID-19 pandemic and look forward to returning to our in-person annual meeting format in the future. It is now 9 a.m. and the meeting will please come to order. My name is Mihael Polymeropoulos, and as President and Chief Executive Officer, I will be presiding over this meeting. I would like to remind everyone that sound, screen, video or any other similar recording without the expressed prior written approval of the company is prohibited. I would like to introduce our other directors who are present today at this virtual meeting on the virtual meeting portal: Phaedra Chrousos, Dick Dugan, Tom Watkins, Anne Sempowski Ward, Stephen Ray Mitchell. Also present are Tim Williams, our Senior Vice President, General Counsel and Secretary; Kevin Moran, our Acting Chief Financial Officer and Treasurer; Gunther Birznieks, our Senior Vice President, Business Development; AJ Jones, our Chief of Corporate Affairs and Communications Officer; Kim Wijkstrom, our Senior Vice President and Chief Marketing Officer; Scott Howell, our Chief People Officer; Gregg Griner from Orrick, our outside counsel; and Willie Bosenberg from PwC, our independent public accountants. We have adopted an agenda for our virtual meeting this morning along with rules for the conduct of the meeting. Copies of the agenda and the rules are available online via the virtual meeting portal. Stockholders who do not have their 16-digit control number will not be able to access these materials. In accordance with the agenda, we will proceed as follows: A, first, I will conduct the official business of the 2020 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand and participation will be limited to stockholders of record and their proxies. At the conclusion of the official business, we will open the meeting to a virtual question-and-answer session. [Operator Instructions] We will entertain questions with respect to the business of the annual meeting submitted online through the virtual meeting portal at that time. We will now proceed to the business portion of this meeting. We have an affidavit from Tim Williams, the company's Secretary, certifying that each stockholder of record was mailed either, a, a notice of Internet availability of proxy materials; or b, an official notice of this meeting on or about April 22, 2020, together with the proxy statement, proxy card, our annual report on Form 10-K for the year ended December 31, 2019, and other materials necessary to vote at this meeting. A list of the stockholders entitled to vote at this meeting is available online via the virtual meeting portal for inspection by any stockholder entitled to vote. Broadridge Financial Solutions, Inc. has examined the proxies received and reports that 47,150,652 shares or 87% of the total shares of common stock entitled to vote at this meeting are represented by proxies held by myself and Mr. Williams. So quorum is present and this meeting may now proceed with its business. The company has appointed Mr. Williams, on behalf of Vanda, to serve as inspector of elections for this meeting, and he will tabulate the results of the voting. In order to expedite the flow of business at this meeting, we intend to adhere to the following order of business. Each of the matters to be discussed and acted upon by the stockholders today will be moved and discussed in the order set forth in the proxy statement. The actual vote on each item will, however, be deferred until all of the matters to be acted upon have been discussed. The first matter to be voted upon is the election of 2 directors to serve until the 2023 annual meeting. Nominations are now in order for candidates for directors to serve until the 2023 annual meeting and until their successors are elected and qualified. To put in nomination the names of the directors listed in the proxy statement, I hereby nominate the following persons to be elected directors to serve until the 2023 annual meeting and until their successors are duly elected and qualified: Richard W. Dugan, Anne Sempowski Ward. Since no other nominations or persons for election to the Board of Directors were received in a timely manner pursuant to the company's bylaws, the nominations are closed. The next order of business concerns the proposal to ratify the appointment of the company's independent public accountants. The Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as the company's independent public accountants for the company's fiscal year ending December 31, 2020. On behalf of the Audit Committee of the Board of Directors, I move that the selection of PricewaterhouseCoopers LLP as the company's independent public accountants for the 2020 fiscal year be ratified. A motion has been made to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP. The next order of business is to approve on an advisory nonbinding basis the compensation paid to the company's named executive officers during fiscal year 2019 as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussions. A motion has been made to approve the compensation of our named executive officers on an advisory nonbinding basis. The next order of business is to approve an amendment and restatement of the company's amended and restated 2016 equity incentive plan to, among other things, increase the aggregate number of shares authorized for issuance under the company's amended and restated 2016 equity incentive plan. A motion has been made to approve the amendment and restatement of the amended and restated 2016 equity incentive plan. Since no other proposals for business to be transacted at this meeting were received in a timely manner, pursuant to the company's bylaws, we'll now proceed to vote on the previously discussed motions. The polls for voting on each matter to be voted on at this time are now open. Any stockholder who has not voted or wishes to change their vote may do so now by clicking on the voting button on the virtual meeting portal and following the instructions. It is not necessary for stockholders to vote online via the virtual meeting portal if they have already sent in their proxy cards or voted via telephone or Internet unless they wish to change their vote. If any stockholder wishes to change their vote, please follow the instructions on the screen in order to change your vote at this time. Ballots are available virtually online via the virtual meeting portal. I will pause while we receive any votes through the virtual meeting portal. [Voting]

Now that everyone has had the opportunity to vote. It is 9:08 a.m., and the holders of the management proxies have delivered their ballots to the inspector of elections. I now declare the polls closed and ask the inspector of elections, Mr. Williams, to provide me with his preliminary report. Thank you. According to the preliminary report of the inspector of elections based upon the proxy holders' and stockholders' ballots, the persons nominated for the Board of Directors have been elected to serve as directors of the company until the 2023 annual meeting and until their successors are duly elected and qualified. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent public accountants for the fiscal year ending December 31, 2020, has been approved. The compensation paid to the company's named executive officers for [Audio Gap] on an advisory nonbinding [Audio Gap] The amendment and restatement of the company's amended and restated 2016 equity incentive plan has been approved. That concludes the business portion of the meeting today. At this time, we'll review and answer questions from our stockholders that we have received on the virtual meeting portal that relate to the business of the annual meeting. Thank you all for coming. This concludes our 2020 Annual Meeting of Stockholders.